SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 or 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
Report
on Form 6-K dated December 11, 2007
STMicroelectronics
N.V.
(Name of
Registrant)
39, Chemin
du Champ-des-Filles
1228
Plan-les-Ouates, Geneva, Switzerland
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes
o
No
x
Indicate
by check mark whether the registrant by furnishing the information contained in this
form is also thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934.
Yes
o
No
x
If
“Yes” is marked, indicate below the file number assigned to the registrant
in connection with
Rule
12g3-2(b): 82- __________
Enclosure:
A press
release dated December 11, 2007 announcing that STMicroelectronics entered into a
definitive agreement to acquire Genesis Microchip.
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STMICROELECTRONICS TO ACQUIRE GENESIS MICROCHIP
Acquisition
strengthens
STMicroelectronics’s position as a semiconductor technology leader in the
consumer electronics market
GENEVA, Switzerland and SANTA CLARA, California, December 11,
2007
—
STMicroelectronics
(NYSE:STM) and Genesis Microchip Inc. (NASDAQ:GNSS) announced today that they have
entered into a definitive agreement for STMicroelectronics to acquire Genesis
Microchip. The acquisition confirms STMicroelectronics as a leading System-on-Chip
(SoC) technology provider to the rapidly growing digital television and display
markets.
Under
the terms of the agreement, STMicroelectronics will commence a cash tender offer to
purchase all of the outstanding shares of Genesis Microchip Inc. for $8.65 per
share, net to the holder in cash, implying a total equity value of approximately
$336 million. Following completion of the tender offer, STMicroelectronics will
complete a second-step merger in which any remaining common shares of Genesis
Microchip Inc. will be converted into the right to receive the same per share price
paid in the tender offer. The offer price represents a premium of 60% to Genesis
Microchip’s closing share price on Monday, December 10, 2007 and 26% to the
average closing share price during the last sixty trading days prior to this
announcement.
During
the twelve months ended September 30, 2007, Genesis reported revenues of $191
million. As of September 30, 2007,
Genesis
Microchip’s cash and cash equivalents and short-term investments totaled
approximately $183 million.
STMicroelectronics
will finance the acquisition using existing cash on its balance sheet.
The
acquisition has been approved by the Board of Directors of Genesis, which has
unanimously recommended that holders of Genesis Microchip’s common stock
accept the tender offer and approve the second-step merger. The tender offer, which
STMicroelectronics expects to commence no later than December 18, 2007, and the
second-step merger, are both subject to customary conditions, including receipt of
regulatory approvals, and are expected to be completed in the first quarter of
2008.
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Through
this acquisition, STMicroelectronics expects to expand its leadership in the $1.5
billion digital TV market, one of the fastest growing segments in consumer
semiconductors. Genesis Microchip will enhance STMicroelectronics’s
technological capabilities for the transition to fully digital solutions in this
segment and strengthen its product and intellectual-property portfolio.
“STMicroelectronics
is a leader in digital consumer technologies, with a strong position in set-top box
compression and decompression technologies and “front end” processing
technologies in digital TV. Genesis is a leader in “back-end” image and
video processing and digital interconnect technologies,” said Philippe
Lambinet, Corporate Vice President and General Manager of
STMicroelectronics’s Home Entertainment & Displays Group. “The
combined company will have the products, technology, IP and expertise to offer
best-in-class integrated DTV processing solutions that our customers are
increasingly demanding. We also believe that the Genesis DisplayPort technology
brings expanded opportunities to the PC and home entertainment
markets.”
“This
combination represents an exciting opportunity for Genesis,” said Elias
Antoun, Genesis Microchip’s President and Chief Executive Officer.
“Joining forces with STMicroelectronics will put us in the best position to
ensure that our products and technologies remain at the forefront of our industry.
Our innovative technology, when combined with STMicroelectronics’s resources,
silicon design expertise and manufacturing capabilities can accelerate the delivery
of the next generation of solutions for our digital television, flat-panel display
and DisplayPort customer base.”
On
closing, Genesis will become part of STMicroelectronics’s Home Entertainment
& Displays Group. Elias Antoun will join STMicroelectronics and will lead
STMicroelectronics’s television and display initiatives, reporting to
Philippe Lambinet.
Morgan
Stanley acted as exclusive financial advisor to STMicroelectronics and Shearman
& Sterling LLP acted as legal counsel. Goldman Sachs acted as exclusive
financial advisor to Genesis Microchip and Wilson Sonsini Goodrich & Rosati
Professional Corporation acted as legal counsel.
Conference Call
A
conference call open to all interested parties regarding STMicroelectronics’s
acquisition of Genesis will take place on December 11, 2007, at 9 a.m. EST / 3 p.m.
CET. To listen to the conference call via telephone, please call +1 877 317 6799
(US) or +44 (0) 20 7107 0611 (International). To listen via the Internet, please
visit http://investors.st.com. Playback of the conference call will be available
through December 21, 2007.
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About STMicroelectronics
STMicroelectronics
is a global leader in developing and delivering semiconductor solutions across the
spectrum of microelectronics applications. An unrivalled combination of silicon and
system expertise, manufacturing strength, Intellectual Property (IP) portfolio and
strategic partners positions STMicroelectronics at the forefront of System-on-Chip
(SoC) technology and its products play a key role in enabling today's convergence
markets.
STMicroelectronics's
shares are traded on the New York Stock Exchange, on Euronext Paris and on the
Milan Stock Exchange. In 2006, the Company’s net revenues were $9.85 billion
and net earnings were $782 million. Further information on STMicroelectronics can
be found at
www.st.com.
About Genesis
Genesis
Microchip Inc. is a leading provider of image and video processing systems enabling
superior picture quality in flat-panel TVs and a variety of consumer and PC-display
products. Featuring Genesis Display Perfection(R) technologies and Emmy
award-winning Faroudja(R) video technologies, Genesis system-on-a-chip solutions
are used worldwide by display manufacturers to produce visibly better images across
a broad array of devices including flat-panel displays, digital TVs, projectors,
A/V receivers and DVD players/recorders. Genesis is also the primary driver of the
DisplayPort digital interface standard which enables a common, royalty free,
scalable interface between any flat panel display and video or data source. In
addition to DisplayPort technology, the Genesis technology portfolio features
analog and mixed signal system-on-a-chip design, DCDi(R) by Faroudja deinterlacing,
TrueLife(TM) video enhancement, IntelliComb(TM) video decoding and includes over
210 patents. Founded in 1987, Genesis supports its leading brand-name customers
with offices in the U.S., Canada, India, Taiwan, South Korea, China, Japan and
Singapore, including LG, Toshiba and Samsung. For more information about Genesis
Microchip Inc. or Genesis Display Perfection technologies, please visit
www.gnss.com.
IMPORTANT INFORMATION
The
tender offer described herein has not commenced. This announcement and the
description contained herein are provided for informational purposes only and are
neither an offer to purchase nor a solicitation of an offer to sell any securities
of Genesis Microchip Inc. Any offers to purchase or solicitations of offers to sell
will be made only pursuant to the Tender Offer Statement on Schedule TO (including
the offer to purchase, the letter of transmittal and other documents relating to
the tender offer) which will be filed with
the
U.S.
Securities
and Exchange Commission (“SEC”) by Sophia Acquisition Corp., a wholly
owned subsidiary of STMicroelectronics. In addition, Genesis Microchip Inc. will
file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the Tender Offer. Genesis Microchip’s shareholders are advised to
read these documents and any other documents relating to the tender offer that are
filed with the SEC carefully and in their entirety because they contain important
information.
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Genesis
Microchip Inc.’s shareholders may obtain copies of these documents (when they
become available) for free at the SEC's website at www.sec.gov or
from
STMicroelectronics Investor Relations Department, 780 Third Ave,
9th
Floor,
New York, NY 10017.
Cautionary statement regarding forward-looking statements
Some
of the statements contained in this release that are not historical facts are
statements of future expectations and other forward-looking statements (within the
meaning of Section 27A of the Securities Act of 1933 or Section 21E of the
Securities Exchange Act of 1934, each as amended) based on
STMicroelectronics’s management’s current views and assumptions and
involve known and unknown risks and uncertainties that could cause actual results,
performance or events to differ materially from those in such statements due to,
among other factors:
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future developments of the world semiconductor market, in
particular the future demand for semiconductor products in the key
application markets and from key customers served by
STMicroelectronics’s products;
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pricing pressures, losses or curtailments of purchases from key
customers all of which are highly variable and difficult to
predict;
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the financial impact of obsolete or excess inventories if actual
demand differs from STMicroelectronics’s
anticipations;
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the impact of intellectual property claims by
STMicroelectronics’s competitors or other third parties, and
STMicroelectronics’s ability to obtain required licenses on
reasonable terms and conditions;
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changes in the exchange rates between the US dollar and the Euro
and between the U.S. dollar and the currencies of the other major
countries in which STMicroelectronics has operating
infrastructure;
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STMicroelectronics’s ability to manage in an intensely
competitive and cyclical industry, where a high percentage of its
costs are fixed and difficult to reduce in the short term,
including its ability to adequately utilize and operate its
manufacturing facilities at sufficient levels to cover fixed
operating costs;
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STMicroelectronics’s ability to close, as currently planned
and scheduled, its agreement with Intel and Francisco Partners
concerning the creation of a new independent Flash memory company
to be named “Numonyx” if the financial, business or
other conditions to Closing as contractually provided are not met;
and the estimated loss of $857 million posted so far, in relation
to its Flash memory business, may materially change at Closing as a
result of developments in the Flash memory business;
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STMicroelectronics’s ability in an intensively competitive
environment, to secure customer acceptance and to achieve its
pricing expectations for high-volume supplies of new products in
whose development STMicroelectronics has been, or is currently,
investing;
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the attainment of anticipated benefits of research and development
alliances and cooperative activities, as well as the uncertainties
concerning the modalities, conditions and financial impact beyond
2007 of future R&D activities in Crolles2;
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the ability of STMicroelectronics’s suppliers to meet its
demands for supplies and materials and to offer competitive
pricing;
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significant differences in the gross margins STMicroelectronics
achieves compared to expectations, based on changes in revenue
levels, product mix and pricing, capacity utilization, variations
in inventory valuation, excess or obsolete inventory, manufacturing
yields, changes in unit costs, impairments of long-lived assets
(including manufacturing, assembly/test and intangible assets) and
the timing and execution of STMicroelectronics’s
manufacturing investment plans and associated costs, including
start-up costs;
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changes in the economic, social or political environment, including
military conflict and/or terrorist activities, as well as natural
events such as severe weather, health risks, epidemics or
earthquakes in the countries in which STMicroelectronics, its key
customers and its suppliers, operate;
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changes in STMicroelectronics’s overall tax position as a
result of changes in tax laws or the outcome of tax audits, and its
ability to accurately estimate tax credits, benefits, deductions
and provisions and to realize deferred tax assets;
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the outcome of litigation;
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the results of actions by STMicroelectronics’s competitors,
including new product offerings and its ability to react
thereto.
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the timing and completion of an all cash tender offer for the
outstanding shares of Genesis,
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the ability to complete the tender offer and subsequent merger on
the terms contemplated, and
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the anticipated impact of the acquisition on
STMicroelectronics’s operations and financial results.
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Such
forward-looking statements are subject to various risks and uncertainties, which
may cause actual results and performance of STMicroelectronics’s business to
differ materially and adversely from the forward-looking statements. Certain such
forward-looking statements can be identified by the use of forward-looking
terminology such as “believes”, “may”, “will”,
“should”, “would be” or “anticipates” or
similar expressions or the negative thereof or other variations thereof, or by
discussions of strategy, plans
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or
intentions. Some of the risk factors STMicroelectronics faces are set forth and are
discussed in more detail in “Item 3. Key Information—Risk
Factors” included in STMicroelectronics’s Annual Report on Form 20-F
for the year ended December 31, 2006, as filed with the SEC on March 14, 2007.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this release as anticipated, believed or expected.
STMicroelectronics does not intend, and does not assume any obligation, to update
any information or forward-looking statements set forth in this release to reflect
subsequent events or circumstances.
Unfavorable
changes in the above or other factors listed under “Risk Factors” from
time to time in STMicroelectronics’s SEC filings, including its Form 20-F,
could have a material adverse effect on STMicroelectronics’s results of
operations or financial condition.
For
further information please contact:
For further information, please contact:
INVESTOR
RELATIONS:
Stanley
March
Group
Vice President, Investor Relations
Tel:
+1.212.821.89.39
Fax:
+1.212.821.89.23
stan.march@st.com
MEDIA
RELATIONS:
Maria
Grazia Prestini
Senior
Director, Corporate Media and Public Relations
STMicroelectronics
Tel: +
41 22 929 6945
mariagrazia.prestini@st.com
INVESTOR
AND MEDIA RELATIONS
Pamela
Goncalves
Sr.
Director of Investor and Corporate Communications
Genesis
Microchip Inc.
(408)
919-8539
Pamela.goncalves@gnss.com
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, STMicroelectronics N.V. has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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STMicroelectronics N.V. |
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Date: December 11, 2007 |
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By: |
/s/ CARLO FERRO |
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Name: |
Carlo Ferro |
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Title: |
Executive Vice President and |
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